Exhibit 4.1

AMENDMENTNO.4TO**REVOLVINGCREDITAND****TERM**LOANAGREEMENT

**AGREEMENT**(this
Agreement), made asof the
30th day of April, 2008, by and betweenCOMVEST CAPITAL LLC,aDelaware limited liability company
(the Lender), and**UNIFY****CORPORATION,**aDelaware corporation (the Borrower);

W I T N
E S S E T H:

**WHEREAS,** the Lender and the Borrower are parties to a
Revolving Credit and Term Loan Agreement dated as of November 20, 2006, as
amended byAmendment No. 1 dated as of May 4,2007 and Amendment No. 3dated March 3,2008 and by a letter
agreement dated January25,2008 (collectively, the Loan Agreement), the terms
and conditions of which are hereby incorporated herein by reference; and

**WHEREAS,**on the Closing
Date, the Lender granted participations to affiliates of Special Situations Fund
(collectively, the Participants) in respect of 40%ofthe Revolving Credit
Commitment and 40% of the Term Loans; and by reason thereof, the Borrower issued
directly to such Participants an aggregate of 40% of the total Warrants; and

**WHEREAS,**pursuant to the
aforesaid participations, the Lender agreed with the Participants thatthe Lender would not, without the consent of the
subject Participant, exercise conversion rights under any Term Notes with
respect to the portion thereof representing the Participant's share of such Term
Note; and

**WHEREAS,**theLender has exercised itsconversion rights with respecttosubstantially all of its shareof the Term Loans,
but the Participants have not done so;and the Participants have requested
that the Lender enter into certain additional amendmentstothe Term Loansasset forth herein and the Borrower is
willing to enter into such amendments.

NOW,THEREFORE,in considerationofthe premises and the mutual covenants herein contained, the
parties hereby agree, effective on and as of the date hereof, as follows:

1. Definitions. Except as
otherwise defined herein, all capitalized terms used in thisAgreement have the respective meanings ascribed to them inthe Loan Agreement.

2. Interest Rate under the Term Notes. Effective from and after
May1, 2008,each of the Term
Notesishereby amended so as to
provide for a fixed per annum interest rate of five (5%) percent;
provided, however, that, during the continuance of
anyEvent of
Default,theinterest rate
otherwise applicable under such Term Note shall be increased by 400 basis
points. Aphotocopyofthis Agreement may be
attached to each Term Note asan amendment to
such Term Note.

3.Principal
Payment Obligations. The Makersrequirement to paythe
monthly principal payments for Tranche 2 and Tranche 3Notes forthemonths of May 2008 through and including May 2009 (the
Suspension Period)ishereby suspended provided, however, that such suspension shall not
relieve Maker of the obligation to pay interest when due on the Notes fromtime to timeduring the Suspension Period. Principal payments not made during the
Suspension Period shall be added to the amount otherwise due from Maker at
maturity of each Note. The remaining principal balance as of the date hereof for
the Tranche 2 and Tranche 3 Notes is $1,042,901.16 and $356,867.86,
respectively. The Tranche 1 Note principal balance is $0.00.

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4. No Novation. The Borrower
hereby confirms the ongoing validity of all of the Obligations outstanding on
the date hereof, and further acknowledges, confirms and agrees that none of the
amendments effected by this Agreement constitutes or shall constitute a novation
of any of the Obligations. The Borrower hereby reaffirms all of its
representations and warranties in the Agreement and the other Loan Documents on
and as of the date hereof, as if expressly made on and as of the date hereof,
and hereby further reaffirms the validity of all of the liens and security
interests heretofore granted to the Lender as collateral security for the
Obligations, and acknowledges that all of such liens and security interests, and
all Collateral heretofore pledged as security for the Obligations, continues to
be and remain collateral for the Obligations.

5. Ongoing Force and Effect.
Except as and to the extent expressly provided in this Agreement, all covenants,
terms and conditions of the Loan Documents, as previously amended, shall remain
unchanged and in full force and effect. All references to the Loan Agreement
contained in the Loan Documents shall hereafter mean and refer to the Loan
Agreement as amended by this Agreement.

6.Miscellaneous.

(a)This Agreement shallbegoverned byandconstrued in
accordance with the laws of the State of New York.

(b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except by means of a written agreement signed by the
party to be charged therewith, and then only in the specific instance and for
the specific purpose stated therein.

(c) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns,
except that the Borrower shall have no right to assign any of its rights or
obligations hereunder or any interest herein without the prior written consent
of the Lender.

(d)The paragraph headings in
this Agreement are included for convenience of reference only, and shall not
affect the construction or interpretation of any of the provisions
hereof.

**INWITNESS****WHEREOF,**the parties
hereto have caused this Agreement to be executedbytheir duly authorized officers as of
thedatefirstsetforth above.



**(signatures continuedonnext****page)**

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|The
      undersigned, beingalloftheParticipantshereinabove
      described, hereby consenttoand confirmthe
      statements and amendmentssetforth in the foregoing Agreement.
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